MODIFICATION OF MINING LEASE
AND OPTION TO PURCHASE
This Modification of Mining Lease and Option to Purchase (this
"Agreement") is executed as of the 31st day of May, 2004, by and between Crown
Mines, L.L.C., as lessor ("Lessor"), and Unico, Incorporated, as lessee
("Lessee").
WHEREAS, Lessor and Lessee executed that certain Mining Lease and Option
to Purchase (the "Lease"), dated 12/1/2001; and
WHEREAS, Lessee has requested that Lessor extend the term of the Lease
and Lessor is willing to do so subject to the terms and conditions herein
contained.
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the Lease is and
shall be modified and amended as follows:
1. Term. Lessor and Lessee agree that paragraph 2 of the Lease shall be
modified to extend the maturity date of the Lease from June 1, 2004, to August
31, 2005.
2. Payments. For and in consideration of Lessor's agreement to extend
the maturity date of the Lease, Lessee consents and agrees to make the
following payments:
(a) Lessee shall pay all past due royalties, taxes, assessments and
all other amounts presently owed to Lessor under the Lease on or before
September 1, 2004, such that by September 1, 2004, Lessee shall have cured all
payment defaults under the Lease.
(b) Lessee shall pay Lessor the sum of $1,000,000 on or before
September 1, 2004 (the "Subject Payment"). The Subject Payment shall be
deemed earned by Lessor when paid and shall be non-refundable. If Lessee
elects to exercise its purchase option pursuant to paragraph 1(b) of the Lease
and pays to Lessor all amounts required to be paid pursuant to such purchase
option on or before August 31, 2005, the Subject Payment shall be applied
against the purchase price required to be paid under paragraph 1(b) of the
Lease. If Lessee fails to exercise timely its purchase option or such
purchase option is otherwise terminated as provided in the Lease, Lessor shall
be entitled to retain the Subject Payment. The purchase option shall
terminate upon the termination of the Lease unless exercised by Lessee as
provided in the Lease.
3. Effectiveness of Lease. Except as modified and amended hereby, the
Lease is and shall remain in full force and effect and, in addition to the
past due amounts which Lessee agrees to pay as provided in paragraph 2(a)
above, Lessee shall make the payments required under the Lease for the period
from and after the effective date of this Agreement.
4. Authority. Each of the undersigned officers of Lessor and Lessee
represents and warrants to the other than such officer has been duly
authorized, and has the power and authority, to execute this Agreement on
behalf of Lessor and Lessee, respectively.
5. Counterparts. This Agreement may be executed in counterparts, each
of which will be deemed an original document, but all of which will constitute
a single document.
Executed as of the date set forth in the first paragraph hereof.
LESSOR:
CROWN MINES, L.L.C.
By /s/ I.N. Xxxx
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I.N. Xxxx, President and Secretary
LESSOR:
UNICO, INCORPORATED
By /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
---------------------------------
Title: Chairman
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